Eileen Wynne
MONOLITHIC POWER SYSTEMSAbout Eileen Wynne
Eileen Wynne, 59, is an independent director of Monolithic Power Systems (MPWR) since February 2023, and an audit committee financial expert with 20 years of semiconductor finance experience; she holds a B.A. in Financial Economics (St. Anselm College) and an M.S. in Accounting (Bentley University), and is an active CPA . Her background includes senior accounting leadership at Analog Devices and interim CFO experience at IDEX Biometrics ASA, aligning with MPWR’s emphasis on robust financial oversight and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDEX Biometrics ASA | Interim Chief Financial Officer | Aug 2022 – Sep 2023 | Strengthened public-company reporting and controls for biometric tech provider . |
| IDEX Biometrics ASA | Consultant | Dec 2020 – Jun 2024 | Continued advisory support on finance operations . |
| Analog Devices, Inc. | Vice President & Chief Accounting Officer | May 2013 – Jun 2019 | Led global accounting; enhanced financial reporting quality for large-cap semiconductor firm . |
| Analog Devices, Inc. | Interim Chief Financial Officer | Mar 2017 – Sep 2017 | Oversaw corporate finance through a transition period . |
| Analog Devices, Inc. | Managerial and senior roles | Nov 1999 – Jun 2019 | Multiple finance/operational leadership posts over ~20 years . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | — | — | No additional public company directorships disclosed in MPWR’s proxy . |
Board Governance
- Committee assignments: Audit Committee member; appointed Audit Committee Chair effective March 3, 2025, succeeding Victor K. Lee .
- Independence: Board determined Wynne is independent under NASDAQ listing standards; also designated an “audit committee financial expert” .
- Attendance: The Board met four times in 2024 and all directors attended at least 75% of Board and committee meetings upon which they served; the Audit Committee met five times in 2024 .
- Engagement: Independent directors hold executive sessions; Lead Independent Director (Herbert Chang) presides and has defined responsibilities to ensure agenda quality, advisor access, and time for deliberation .
- Time-commitment policy: Directors limited to five public boards (inclusive of MPWR); special limits apply for public-company executives and chairs; waivers possible by non-affected Board majority .
- Governance refresh: Formal annual Board/committee evaluations adopted in 2024; committee chair rotations implemented in 2024–2025, including Wynne’s appointment as Audit Chair in March 2025 .
Fixed Compensation
| Component (Director Program) | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (2024) | $85,000 | Standard cash retainer . |
| Audit Committee membership fee (excl. chair) | $15,000 | Per member fee . |
| Audit Committee chair fee | $30,000 | Program fee level; Wynne appointed Chair effective Mar 3, 2025 (chair fee applies prospectively) . |
| Annual RSU grant to incumbent directors | $220,000 | Grants vest 100% on first anniversary; accelerated upon change-in-control . |
| Eileen Wynne – Cash fees earned (2024) | $100,000 | Aligns with retainer + audit membership . |
| Eileen Wynne – 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (Grant-date fair value) | $220,277 |
| Total | $320,277 |
Performance Compensation
| Equity Element | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (incumbent directors) | $220,277 grant-date fair value; grant date Feb 6, 2024 | 100% vests at first anniversary of grant date | Fair value computed per ASC 718 using closing price on Feb 6, 2024; accelerated vesting on change-in-control . |
| Unvested RSUs held (12/31/2024) | 583 shares | As scheduled under director RSU program | Per director unvested awards table; no stock options outstanding for directors . |
- Plan design: Non-employee director equity is time-based RSUs; no director performance metrics are applied to RSU vesting; all awards vest on change-in-control .
Other Directorships & Interlocks
| Person | External Public Company Boards | Committee Roles |
|---|---|---|
| Eileen Wynne | None disclosed | — |
Expertise & Qualifications
- Audit committee financial expert; extensive finance and accounting oversight in multinational semiconductor operations .
- Executive leadership, risk management, global operations, and governance experience; Board skills matrix notes finance/accounting, risk management, innovation/technology competencies .
- CPA; advanced accounting education strengthens internal controls and disclosure quality .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 818 shares; less than 1% of outstanding shares . |
| Unvested RSUs (director) | 583 shares as of 12/31/2024 . |
| Stock options | None outstanding for directors as of 12/31/2024 . |
| Stock ownership guidelines | Directors must hold 3× annual retainer; all directors met guidelines as of 12/31/2024 . |
| Hedging/pledging | Prohibited without pre-approval; no margin accounts or pledging by directors/officers . |
Governance Assessment
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Strengths:
- Independence and audit expertise; Wynne’s appointment as Audit Chair in March 2025 signals a focus on rigorous financial oversight and committee refreshment .
- Strong governance framework with executive sessions, lead independent director responsibility, formal annual evaluations (adopted 2024), and director time-commitment limits .
- Clear director equity alignment through ownership guidelines (3× retainer) and RSU grants; accelerated vesting on change-in-control provides board stability across transactions .
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Compensation/Alignment:
- Wynne’s 2024 mix is balanced: $100,000 cash fees plus $220,277 equity; RSUs vest one year post-grant, fostering alignment without short-term performance gaming .
- No per-meeting fees; standardized retainers and committee fees reduce pay complexity and potential conflicts .
-
Independence/Conflicts:
- No related-party transactions disclosed involving Wynne; MPWR’s Audit Committee reviews related-party items and mandates disclosure of significant interests .
- Anti-hedging/pledging policy reduces misalignment and risk to investor confidence .
-
Engagement/Attendance signals:
- All directors met ≥75% attendance in 2024; Board held four meetings and Audit Committee five, indicating active oversight cadence .
- MPWR reports only two directors attended the 2024 annual meeting and has no formal attendance policy for annual meetings; this is a potential engagement consideration but mitigated by proactive shareholder outreach and governance changes (e.g., special meeting rights added in March 2025) .
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RED FLAGS:
- None specific to Wynne identified in the proxy: no pledging, no related-party transactions, no low committee attendance; director time-commitment policy in place to prevent overboarding .
- Note: Annual meeting attendance by only two directors may raise investor engagement questions at the board level, not attributed to Wynne individually .
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Broader board governance signals:
- Declassification plan proposed for phased transition to annual elections by 2030, enhancing director accountability over time .
- Stockholder feedback prompted governance and compensation program changes, including special meeting rights and peer group adjustments; say-on-pay support improved to 97% in 2024, reflecting responsiveness .